Be our Reselling Partner and take advantage of opportunities to grow your revenue with us: Unlimited rewards for every client sign upRevenue sharing scheme for every WallPost subscription from your leads. The more sign ups you’ll have, the more rewards you’ll get. Expand your client databaseIncrease your client base at zero cost by sharing corporate contacts. Our program is designed not to compete with our partners but to drive revenues with themReceive free WallPost subscriptionEmpower your business with WallPost’ smart business solutions at no cost. We provide simple business solutions and ensure that our product gets better every year. Brand awareness and recognition Take advantage of your logo and website placement in our social media and marketing tools such as flyers, brochures, websites, email marketing campaigns, etc. giving you more exposure worldwide.

BY SELECTING THE OPTION 'I agree' DISPLAYED ON THE REFERRAL PARTNER PROGRAM PAGE, PARTNER AGREES TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR APPLICATION TO THE PARTNER PROGRAM (THE "PROGRAM") OF SMITS (DEFINED BELOW). IN THE EVENT SMITS ACCEPTS PARTNER'S APPLICATION TO THE PROGRAM, PARTNER AGREES THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY.

YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH COMPANY OR OTHER LEGAL ENTITY (IN EITHER CASE, "PARTNER") DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PARTNER MAY NOT PARTICIPATE IN THE PROGRAM. THE "EFFECTIVE DATE" OF THIS AGREEMENT SHALL BE THE DATE SMITS CONFIRMS ACCEPTANCE OF PARTNER'S APPLICATION.

Appointments. Subject to the terms and conditions set forth in this Agreement SMITS grants to Partner the non-exclusive right to refer potential customers of SMITS's software-as-a-service solutions (the "Products") to SMITS (the "Referral Services") in exchange for a commission for successful sales as set forth herein.

Referral Duties. Partner agrees to provide the Referral Services on the terms set forth in this Agreement. Partner shall pay all of its own expenses in connection with the performance of the Referral Services, including but not limited to, compensation of its sales personnel, travel, telephone, and all taxes, whether employee payroll or otherwise.

Qualified Opportunities. Partner shall submit to SMITS, via electronic form submission, the name of each referral candidate, a brief description of the status of discussions with such candidate and any other information as shall be reasonably requested by SMITS as part of the referral registration process. SMITS shall advise Partner via email: (i) if the referred prospective customer is an existing customer of SMITS or is already subject to active solicitation by SMITS, and, therefore is disqualified as a Partner referral, or (ii) whether or not SMITS intends to proceed with the referral. Referrals approved by SMITS shall be "Qualified Opportunities." SMITS shall not be obligated to accept any potential customer referred by Partner, nor shall SMITS be obligated to provide Products to any potential customer referred by Partner. All marketing and sales activities for a Qualified Opportunity shall be managed and conducted by SMITS except where otherwise agreed by the Parties in writing.

Commissions. In the event the Referral Services result in the closing of a written agreement for the sale of Products to a Qualified Opportunity ("Transaction"), SMITS agrees to pay to Partner a percentage of the all of the fees it receives arising out of each Transaction

("Commissions") according to the following categories, which are determined by the number of Transactions during any Year (as defined below) during the term of this Agreement:

Number of Transactions During Year Commission for the Year in which the Transaction Commences

FIRST YEAR

10%

SECOND YEAR

5%

The Commissions set forth above shall apply to each Transaction that occurs within each category.

Commission for the second Transaction. For the purposes of this agreement "Year" shall mean a consecutive twelve (12) month period. The first Year shall begin on the Effective Date. Each subsequent Year shall begin on the anniversary of such date. The applicable Commission rate set forth above shall apply to each Transaction for the first twelve (12) months of such Transaction. Any and all taxes due as a result of the payment of Commissions shall be the sole responsibility of Partner.

Products. SMITS may set the pricing for its Products in its sole discretion and the pricing may be changed by SMITS at any time. SMITS shall be solely responsible for fulfilling obligations under its customer agreements and providing training and support to customers in accordance with its standard policies. Partner acknowledges and agrees that Partner shall not make any representations, warranties, claims or guarantees of performance with respect to the Products or their pricing, and that Partner shall not make any other representations, warranties or claims with respect to any agreement for the sale of any product or service of SMITS. SMITS reserves the right, in its sole discretion, to alter any of its terms and conditions of sale of, or to discontinue the sale of, the Products. SMITS reserves the right to not enter into a definitive agreement for the sale of its Products with any Qualified Opportunity and to reject any order for its Products for any reason whatsoever.

No Authority or License. The sole authority granted to Partner hereunder is to recommend and market the Products to prospective purchasers. At no time shall Partner hold itself out as or otherwise act as a representative or agent of SMITS. Partner shall have no authority to sell the Products, whether on behalf of SMITS or otherwise. No licenses to any intellectual property rights, including trademark rights, are granted to Partner herein, whether express, implied, or by any action of law including laches and estoppel.

Independent Contractor. The services to be rendered by Partner hereunder will be rendered by Partner as an independent contractor and not as an employee. The Parties are independent and nothing in this Agreement will create any partnership, agency, joint venture, franchise, sales representative or employment relationship between the Parties. Nothing herein shall be deemed to prohibit either Party from engaging other persons or entities as a referral partner under such terms and conditions as such Party shall determine in its sole discretion, nor shall this Agreement be construed to limit either Party's right to independently develop or distribute products that are functionally similar to the other Party's products, so long as Confidential Information of the other Party is not included in or relied upon in creation of such products.

Confidentiality; Press Release.

(a) All non-public and confidential information provided to either party hereto to the other party hereto (each a "Party") or its agents (including but not limited to its products, markets, finances, and business and operational plans) is confidential and a valuable trade secret of the disclosing Party or a third party to which the disclosing Party owes a duty of confidentiality ("Confidential Information"). The receiving Party of Confidential Information agrees that it shall treat all such Confidential Information as confidential and not disclose the Confidential Information to any third party. Each Party shall only use the other Party's Confidential Information for the purposes of performing its obligations under this Agreement. Each receiving Party agrees to promptly report any breaches of this paragraph to the disclosing Party.

(b) This Agreement and the terms and relationship set forth herein are Confidential Information of each Party and, except as expressly permitted herein, shall not be disclosed or publicly discussed (whether in press releases, public discussions or through advertising on a Party's website or other materials) without the express written prior consent of the other Party, which it may withhold in its sole discretion.

Third Party Information. Each Party agrees that it will not improperly use or disclose any proprietary information or trade secrets of any former or concurrent partner, licensors, employer or other person or entity to the other Party and will not provide the other Party any unpublished document or proprietary information belonging to any such partner, licensor, employer, person or entity unless consented to in writing by such partner, licensors, employer, person or entity.

Term and Termination. This Agreement commences on the Effective Date and shall continue for 2 years the Agreement shall automatically renew for successive Years unless terminated in accordance with this section. Either Party may terminate this Agreement immediately if such Party determines that the other Party has materially breached any of the terms or conditions of this Agreement. Termination under this section is in addition to all other legal or equitable remedies available to the terminating Party. Either Party may terminate this Agreement, for any reason or for no reason, upon thirty (30) days written notice to the other Party. Rights and obligations under this Agreement, which by their nature should survive, will remain in effect after termination or expiration hereof.

Limitation on Liability. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM THE MISUSE, MISAPPROPRIATION OR INFRINGEMENT OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR FROM BREACHES OF THE PARAGRAPH ABOVE ENTITLED "CONFIDENTIALITY; PRESS RELEASE", IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM THE MISUSE, MISAPPROPRIATION OR INFRINGEMENT OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS, BREACHES OF THE PARAGRAPH ABOVE ENTITLED "CONFIDENTIALITY; PRESS RELEASE", IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF COMMISSIONS PAID OR PAYABLE TO PARTNER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACCRUAL OF SUCH LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Representations. Each Party represents and warrants that (a) such Party has the authority to enter into this Agreement; (b) such Party does not owe any third party any obligation in conflict with the Party's obligations hereunder; and (c) such Party will perform its obligations and activities hereunder in a professional and respectable manner.

Non-Assignable. Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any such attempted assignment will be void and of no effect. Subject to the above, this Agreement will be binding upon the Parties' respective successors and permitted assigns.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein, and supersedes all prior agreements between the Parties with respect to the subject matter herein. Either Party's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and the remainder of the provisions will remain in full force and effect. Waiver by either Party of a breach of any provision of this Agreement or the failure by either Party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

Governing Law. This Agreement will be construed under the laws of the State of New York USA. The exclusive venue for any action hereunder shall be in New York, New York USA. If any legal action is necessary to enforce the terms of this Agreement, the substantially prevailing party shall be entitled to reasonable attorneys' fees, in addition to any other relief to which the party may be entitled

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Partnership Program

We offer multiple levels of benefits based on the categories of our Partnership – Silver, Gold, or Platinum.

The Sales Commission is from 20% - 40%.

Our Partners can enjoy earnings from professional services that they can render to their WallPost Client

For example, Training to clients.

Our Partners can charge their clients Training Fees on the efforts and time that they will spend with their clients.

Our Partners can enjoy profit margin on the customization fees requested by their client.

Customization is different from upgrades, enhancements, and corrections. Upgrades and Enhancements are the automatic updates that we implement to the WallPost to ensure that our product stays competitive against our competitors. Whereas, customization includes “developing” a new module or solutions that will fit into the business or industry of the client. Example of customization: Develop software for a hotel company

Example of enhancement and upgrade: Add Chat Facility in our WallPost

So if our Partner found a client who requested customized solutions, we will inform our Partner the fees (let’s say 10,000), and our Partner can add additional margin (let’s say 20%) to inform their client (client will pay 12,000).

Minimum n of customers per year:

Silver partners should provide at least one client in a year, otherwise, the partnership will be cancelled. Gold partners needs to provide us 25 paid subscriptions.

Platinum partners need to provide us 50 paid subscriptions

You can also find below the co-marketing activities that will be part of the partnership to ensure that we provide the rightmarketing support to our partners.

REVENUE SHARING SCHEME

PARTNER CATEGORY

SILVER

GOLD

PLATINUM

Commission

20%

30%

40%

Training - Revenue

Max. 10% of the yearly revenue

Max. 10% of the yearly revenue

Max 15% of the yearly revenue

Customization - Revenue

Max 20% of our fees

Max 30% of our fees

Open

Minimum no. of customers

Not below 1 client

25 per year

50 per year

When will the partner receive his commission

Every 90 days

Every 60 days

Every 30 days

MARKETING EXPOSURE

Website

Silver Partners - Information and Contact Details will be in our "Contacts" page.

Gold Partners - Information and Contact Details will be in our "Contacts" page.

Gold Partners will have priority listing (will be listed on top of the Silver Partner) in our "Contacts" page.

Our Website - Home Page to directly list our Platinum Partners (where the customers can directly see the list, their contacts, and information)

Social Media Sites(Note - no info about reselling competing products)

Silver Partners will appear in our Social Media posting once a week.

Gold Partner will appear in our Social Media postings 3x a week.

Platinum Partners can request for Unlimited Postings in our Social Media Site thru our Marketing Manager.